SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,869,290 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,869,290 (1)

SC 13D/A 1 d391908dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No. 4)*

EARGO, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

270087109

(CUSIP number)

Edwin de Graaf

Cooperatieve Gilde Healthcare V U.A.

Newtonlaan 91

3584 BP Utrecht

The Netherlands

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 11, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 270087109		13D		Page 1 of 7 Pages


1		NAMES OF REPORTING PERSON Cooperatieve Gilde Healthcare V U.A. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1)

All shares are held of record by Cooperatieve Gilde Healthcare V U.A. (“Gilde Healthcare”). Gilde Healthcare V Management B.V. is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare V Management B.V. is fully owned by Gilde Healthcare Holding B.V. The managing partners of Gilde Healthcare Holding B.V. are Manapouri B.V. (of which Edwin de Graaf is the owner and managing director) and Martemanshurk B.V. (of which Pieter van der Meer is the owner and managing director).

(2)	Based on 39,385,438 shares of common stock outstanding of Eargo, Inc. (the “Issuer”) as of August 3, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 8, 2022.


CUSIP NO. 270087109		13D		Page 2 of 7 Pages


1		NAMES OF REPORTING PERSON Gilde Healthcare V Management B.V. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1)

(2)	Based on 39,385,438 shares of common stock outstanding of Eargo, Inc. (the “Issuer”) as of August 3, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 8, 2022.


CUSIP NO. 270087109		13D		Page 3 of 7 Pages


1		NAMES OF REPORTING PERSON Gilde Healthcare Holding B.V. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1)

(2)	Based on 39,385,438 shares of common stock outstanding of Eargo, Inc. (the “Issuer”) as of August 3, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 8, 2022.


CUSIP NO. 270087109		13D		Page 4 of 7 Pages


1		NAMES OF REPORTING PERSON Manapouri B.V. (100% owned by Edwin de Graaf)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1)

(2)	Based on 39,385,438 shares of common stock outstanding of Eargo, Inc. (the “Issuer”) as of August 3, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 8, 2022.


CUSIP NO. 270087109		13D		Page 5 of 7 Pages


1		NAMES OF REPORTING PERSON Martemanshurk BV (100% owned by Pieter van der Meer)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1)

(2)	Based on 39,385,438 shares of common stock outstanding of Eargo, Inc. (the “Issuer”) as of August 3, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 8, 2022.


CUSIP NO. 270087109		13D		Page 6 of 7 Pages

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D amends the initial Statement on Schedule 13D filed on October 30, 2020 (as so amended, the “Schedule 13D”), relating to the common stock, par value $0.0001 per share (“Common Stock”), of Eargo, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 4 reflects, among other things, the sales of shares of Common Stock by Cooperatieve Gilde Healthcare V U.A. (“Gilde Healthcare”). Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer.

There are no changes to the Item 1 information previously filed.

Item 2. Identity and Background.

There are no changes to the Item 2 information previously filed.

Item 3. Source and Amount of Funds or Other Consideration.

There are no changes to the Item 3 information previously filed.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

Between October 7, 2022 and October 11, 2022, Gilde Healthcare sold an aggregate of 250,000 shares of Common Stock of the Company in open market transactions.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety below:

(a) According to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 8, 2022, there were 39,385,438 shares of Common Stock outstanding as of August 3, 2022.

Gilde Healthcare is the record holder of an aggregate of 1,869,290 shares of Common Stock, which represents beneficial ownership of approximately 4.75% of the outstanding shares of Common Stock as of August 3, 2022.

GHCVM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and may be deemed to beneficially own the securities held of record by Gilde Healthcare.

As a result, each of the Reporting Persons may beneficially own 1,869,290 shares of Common Stock, or approximately 4.75% of the outstanding Common Stock.

(b) Each Reporting Person has shared power to vote and dispose of 1,869,290 shares of Common Stock.

(c) Except as reported on Annex A, none of the Reporting Persons has effected any transactions in the Issuer’s securities within the past 60 days.

(d) Only Gilde Healthcare has the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by Gilde Healthcare.

(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s outstanding Common Stock. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.


CUSIP NO. 270087109		13D		Page 7 of 7 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Except as referenced herein, there are no changes to the Item 6 information previously filed.

Item 7. Materials to be Filed as Exhibits.

There are no changes to the Item 7 information previously filed.

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.


Dated: October 13, 2022	COOPERATIEVE GILDE HEALTHCARE V U.A.

	By: GILDE HEALTHCARE V MANAGEMENT BV
	Its: Manager

	By:	/s/ Edwin de Graaf
	Name:	Edwin de Graaf
	Title:	Managing Director

	GILDE HEALTHCARE V MANAGEMENT B.V.

	By:	/s/ Edwin de Graaf
	Name:	Edwin de Graaf
	Title:	Managing Director

	GILDE HEALTHCARE HOLDING B.V.

	By:	/s/ Edwin de Graaf
	Name:	Edwin de Graaf
	Title:	Managing Director

	MANAPOURI B.V.

	By:	/s/ Edwin de Graaf
	Name:	Edwin de Graaf
	Title:	Managing Director

	MARTEMANSHURK B.V.

	By:	/s/ Pieter van der Meer
	Name:	Pieter van der Meer
	Title:	Managing Director

Annex A

60 Day Trading History

The following transactions were effected by Cooperatieve Gilde Healthcare V U.A. in Common Stock during the past 60 days:


Trade Date	Amount Sold		Weighted Average Price Per Share
10/04/2022		197,973	$	1.098
10/05/2022		37,801	$	1.025
10/06/2022		641,622	$	1.101
10/07/2022		26,243	$	0.896
10/10/2022		46,376	$	0.705
10/11/2022		177,381	$	0.691

SEC Form SC 13D/A filed by Eargo Inc. (Amendment)